ITEM 5.07 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On
? Amend and restate the Sixth Amended and Restated Operating Agreement dated
separate and distinct classes of units: Class A, Class B, and Class
set forth in the proposed Seventh Amended and Restated Operating Agreement (the
"Proposed Operating Agreement");
? Reclassify the units into Class A, Class B and Class
discontinuing the registration of the units under the Securities Exchange Act
of 1934 (the "Reclassification");
? Adjourn or postpone the special meeting if necessary or appropriate, for the
purpose of soliciting additional proxies if there are not sufficient votes at
the time of the Special Meeting to approve the matters under consideration; and
? Transact such other business as may properly come before the Special Meeting or
any adjournments thereof.
Of the Company's 30,606 units issued, outstanding and entitled to vote at the Special Meeting, 21,861 units, or 71.43% of the total units, were present either in person or by proxy. As a result, a quorum was present to conduct business at the Special Meeting.
There were three proposals for the members to vote on. The votes were as follows:
PROPOSAL 1: AMEND AND RESTATE OUR SIXTH AMENDED AND RESTATED OPERATING AGREEMENT
Votes For Votes Against Abstain 13,919 7,816 100
As a result, the Current Operating Agreement was amended and restated to provide for three separate and distinct classes of units as set forth in the Proposed Operating Agreement.
PROPOSAL 2: RECLASSIFY THE COMPANY UNITS
Votes For Votes Against Abstain 13,385 7,993 407
As a result, the Company's units were reclassified into Class A, Class B and
Class
PROPOSAL 3: ADJOURNMENT OR POSTPONEMENT
Votes For Votes Against Abstain
13,882 7,668 235
Proposals 1 and 2 were conditioned on each other. Since each was approved, both Proposal 1 and Proposal 2 were approved and will be implemented by the Company. Due to the passage of Proposals 1 and 2, the outcome of voting on Proposal 3 was not relevant to the business of the Company being conducted at the Special Meeting.
Due to regulatory time periods required by the Company's qualified matching
service operator pursuant to the Internal Revenue Code, the Company intends to
implement the Proposed Operating Agreement and Unit Reclassification on
No other matters were voted upon at the Special Meeting.
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